• Striking Off

    • 47. 47. Registrar's power to strike off defunct LLP

      Sections 864 to 866 apply to LLPs, modified so that they read as follows —

      • 864. Power to strike off LLP not carrying on business or in operation

        (1) If the Registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the Registrar may send to the LLP a communication inquiring whether the LLP is carrying on business or in operation.
        (2) If the Registrar does not within one month of sending the communication receive any answer to it, the Registrar must within 14 days after the expiration of that month send to the LLP a second communication referring to the first communication and stating —
        (a) that no answer to it has been received, and
        (b) that if an answer is not received to the second communication within one month from its date, a notice will be published on the Registrar's website with a view to striking the LLP's name off the register.
        (3) If, within one month after sending the second communication, the Registrar —
        (a) receives an answer to the effect that the LLP is not carrying on business or in operation, or
        (b) does not receive any answer,
        the Registrar may publish on the Registrar's website and send to the LLP, a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.
        (4) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.
        (5) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off the register.
        (6) On the publication of the notice on the Registrar's website the LLP is dissolved.
        (7) However —
        (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
        (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

      • 865. Duty to act in case of LLP being wound up

        (1) If, in a case where a LLP is being wound up —
        (a) the Registrar has reasonable cause to believe —
        (i) that no liquidator is acting, or
        (ii) that the affairs of the LLP are fully wound up, and
        (b) the returns required to be made by the liquidator have not been made for a period of 12 consecutive months,
        the Registrar must publish on the Registrar's website and send to the LLP or the liquidator (if any), a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.
        (2) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.
        (3) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off the register.
        (4) On the publication of the notice on the Registrar's website the LLP is dissolved.
        (5) However —
        (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
        (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

      • 866. Supplementary provisions as to service of communication or notice

        (1) If the Registrar is not able to send a communication or notice under section 864 or 865 to an LLP in accordance with Schedule 4, the communication may be sent to a member of the LLP at an address for that member that has been notified to the Registrar by the LLP.
        (2) If there is no member of the LLP whose name and address are known to the Registrar, the communication or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the Registrar).
        (3) A notice to be sent to a liquidator under section 865 may be sent to the address of the liquidator's last known place of business or to an address specified by the liquidator to the Registrar for the purpose of receiving notices, or notices of that kind.
        (4) In this section "address" has the same meaning as in section 1008(1)."

    • 48. 48. Voluntary striking off

      Sections 867 to 875 apply to LLPs, modified so that they read as follows —

      • 867. Striking off on application by LLP

        (1) On application by a LLP, the Registrar may strike the LLP's name off the register.
        (2) The application —
        (a) must be made by a majority of the members of an LLP, or
        (b) if there are only two such members, by both of them, or
        (c) if there is only one remaining member of an LLP, by that member, and
        (d) must contain the prescribed information.
        (3) The Registrar may not strike a LLP off under this section until after the expiration of three months from the publication by the Registrar on the Registrar's website of a notice —
        (a) stating that the Registrar may exercise the power under this section in relation to the LLP, and
        (b) inviting any person to show cause why that should not be done.
        (4) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off.
        (5) On the publication of the notice on the Registrar's website the LLP is dissolved.
        (6) However —
        (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
        (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

      • 868. Circumstances in which application not to be made: activities of LLP

        (1) An application under section 867 (application for voluntary striking off) on behalf of a LLP must not be made if, at any time in the previous three months, the LLP has —
        (a) changed its name,
        (b) traded or otherwise carried on business,
        (c) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or
        (d) engaged in any other activity, except one which is —
        (i) necessary or expedient for the purpose of making an application under that section, or deciding whether to do so,
        (ii) necessary or expedient for the purpose of concluding the affairs of the LLP,
        (iii) necessary or expedient for the purpose of complying with any statutory requirement, or
        (iv) specified by rules made by the Board by resolution for the purposes of this sub-paragraph.
        (2) For the purposes of this section, a LLP is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
        (3) It is a contravention of the Companies Regulations for a person to make an application in contravention of this section.
        (4) It is a defence to such a contravention for the person who committed the contravention to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
        (5) A person who commits a contravention under this section shall be liable to a level 3 fine.

      • 869. Circumstances in which application not to be made: other proceedings not concluded

        (1) An application under section 867 (application for voluntary striking off) on behalf of a LLP must not be made at a time when —
        (a) an application to the Court under Part 25 has been made on behalf of the LLP for the sanctioning of a compromise or arrangement and the matter has not been finally concluded,
        (b) the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015,
        (c) the LLP is being wound up under Part 3 (winding up) of the Insolvency Regulations 2015 whether voluntarily or by the Court, or a petition under that Part for winding up of the LLP by the Court has been presented and not finally dealt with or withdrawn,
        (d) there is a receiver appointed in respect of the LLP's property.
        (2) For the purposes of subsection (1)(a), the matter is finally concluded if —
        (a) the application has been withdrawn,
        (b) the application has been finally dealt with without a compromise or arrangement being sanctioned by the Court, or
        (c) a compromise or arrangement has been sanctioned by the Court and has, together with anything required to be done under any provision made in relation to the matter by order of the Court, been fully carried out.
        (3) It is a contravention of the Companies Regulations for a person to make an application in contravention of this section.
        (4) It is a defence to such a contravention for the person who committed the contravention to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
        (5) A person who commits a contravention of this section shall be liable to a level 3 fine.

      • 870. Copy of application to be given to members, employees, etc.

        (1) A person who makes an application under section 867 (application for voluntary striking off) on behalf of a LLP must ensure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is —
        (a) a member of the LLP,
        (b) an employee of the LLP,
        (c) a creditor of the LLP,
        (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, or
        (e) a person of a description specified for the purposes of this paragraph by an execution decision of the Registrar.
        (2) Subsection (1) does not require a copy of the application to be given to a member who is a party to the application.
        (3) The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application.
        (4) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.

        If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated contravention.
        (5) It is a defence to such a contravention for the person who committed the contravention to prove that he took all reasonable steps to perform the duty.
        (6) A person who commits a contravention of this section (other than an aggravated contravention) shall be liable to a fine of up to level 7.

      • 871. Copy of application to be given to new members, employees, etc.

        (1) This section applies in relation to any time after the day on which a LLP makes an application under section 867 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn.
        (2) A person who is a member of the LLP at the end of a day on which a person (other than himself) becomes —
        (a) a member of the LLP,
        (b) an employee of the LLP,
        (c) a creditor of the LLP,
        (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, or
        (e) a person of a description specified for the purposes of this paragraph by rules made the Board by resolution, must ensure that a copy of the application is given to that person within seven days from that day.
        (3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.
        (4) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.

        If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated contravention.
        (5) It is a defence to such a contravention for the person who committed the contravention to prove —
        (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 867, or
        (b) that he took all reasonable steps to perform the duty.
        (6) A person who commits a contravention of this section (other than an aggravated contravention) shall be liable to a fine of up to level 7.

      • 872. Copy of application: provisions as to service of documents

        (1) The following provisions have effect for the purposes of —

        section 870 (copy of application to be given to members, employees, etc.), and —

        section 871 (copy of application to be given to new members, employees, etc.).
        (2) A document is treated as given to a person if it is —
        (a) delivered to him in person, or
        (b) left at his residential or service address, or
        (c) sent by post to him at his service address.
        (3) For the purposes of subsection (2)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the service address of a person is —
        (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered office,
        (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
        (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
        (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
        (c) in the case of an individual, his last known service address.
        (4) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him —
        (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or
        (b) if there is more than one such place of business, at each of them.

      • 873. Circumstances in which application to be withdrawn

        (1) This section applies where, at any time on or after the day on which a LLP makes an application under section 867 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn —
        (a) the LLP —
        (i) changes its name,
        (ii) trades or otherwise carries on business,
        (iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or
        (iv) engages in any activity, except one to which subsection (4) applies,
        (b) an application is made to the Court under Part 25 on behalf of the LLP for the sanctioning of a compromise or arrangement,
        (c) an application to the Court for an administration order in respect of the LLP is made under sections 8 (administration application) or 17 (administration application to appoint specified person as administrators by holder of qualifying charge) of the Insolvency Regulations 2015,
        (d) an administrator is appointed in respect of the LLP under Part 1 (administration) of the Insolvency Regulations 2015, or a copy of notice of intention to appoint an administrator of the LLP under any of those provisions is filed with the Court,
        (e) there arise any of the circumstances in which, under Chapter 2 (voluntary winding up) of Part 3 (winding up) of the Insolvency Regulations 2015, the LLP may be voluntarily wound up,
        (f) a petition is presented for the winding up of the LLP by the Court under Chapter 6 (compulsory winding up) of Part 3 (winding up) of the Insolvency Regulations 2015,
        (g) a receiver is appointed in respect of the LLP's property is appointed.
        (2) A person who, at the end of a day on which any of the events mentioned in subsection occurs, is a member of the LLP must secure that the LLP's application is withdrawn forthwith.
        (3) For the purposes of subsection (1)(a), a LLP is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
        (4) The excepted activities referred to in subsection (1)(a)(iv) are —
        (a) any activity necessary or expedient for the purposes of —
        (i) making, or proceeding with, an application under section 867 (application for voluntary striking off),
        (ii) concluding affairs of the LLP that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or
        (iii) complying with any statutory requirement,
        (b) any activity specified in rules made by the Board by resolution for the purposes of this subsection.
        (5) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.
        (6) It is a defence to such a contravention for the person who committed the contravention to prove —
        (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 867, or
        (b) that he took all reasonable steps to perform the duty.
        (7) A person who commits a contravention under this section shall be liable to a level 3 fine.

      • 874. Withdrawal of application

        An application under section 867 is withdrawn by notice to the Registrar.

      • 875. Meaning of "creditor"

        In this Chapter "creditor" includes a contingent or prospective creditor."